Terms of Service

Last Updated: December 2025

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This Terms of Service (the "Terms") governs access to and use of the Vendro platform and websites (collectively, the "Services") operated by Vendro AI, Inc. (the "Company"). By accessing, browsing, using, registering for, or purchasing access to the Services, you (the "User" or "Customer") agree to be bound by these Terms as updated from time to time. Customer and Company may be referred to individually as the "Party" or collectively as the "Parties." If the Customer does not agree to these Terms, the Customer may not access or use the Services.
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1. Eligibility & Terms Acceptance

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Use of the Services is limited to individuals who are (a) at least 13 years of age and (b) legally permitted to enter binding agreements. If Customer is accessing on behalf of a company or entity, Customer warrants that they have authority to bind it. The Company reserves the right to refuse access or suspend accounts at the Company's sole discretion, including for violations of these terms, legal obligations, or misuse.
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2. License & Access Rights

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Subject to Customer compliance with these Terms and any applicable payment terms, the Company grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services and site content solely for internal business purposes and in accordance with documentation. Customer may not modify, copy, or reproduce any content or software unless expressly permitted. Customer may not recompile, attempt to derive source code, or reverse engineer any software. Customer may not interfere with platform operations (e.g., through web crawlers, overloading requests, or impersonation) or use the Services for commercial redistribution without permission. The Company and its licensors retain exclusive ownership of all Service content, software, and design frameworks.
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3. Registration & Account Responsibility

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To access certain features, Customer may be required to register for a user account. Customer agrees to provide complete and accurate registration information, choose credentials (e.g., username/email) not intended to mislead or impersonate, and maintain the confidentiality of login information, and promptly notify us of unauthorized use. Customer is responsible for all actions taken under User accounts unless proven otherwise.
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4. Customer Content & Submissions

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Customer remains the owner of any content, data, or materials uploaded to the Services ("Customer Content"). Customer grants the Company a limited, worldwide, royalty-free license to access, store, use, transmit, and process Customer Content for purposes of providing the Services. For example: generating AI outputs, configuring workflows, powering search/responses, and improving usability. If Customer submits any suggestions, feedback, or enhancements regarding the Company ("Feedback"), Customer agrees that the Company is free to use it with no restriction, attribution, or compensation. Customer represents and warrants that Customer has all rights to upload and use the Customer Content, Customer Content does not violate laws, personal rights, or third-party intellectual property, and usage does not introduce harmful code or malware. The Company has no obligation to monitor submissions but reserves the right to remove Content that the Company deems harmful or unlawful.
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5. AI Responses & Disclaimer

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Services include AI-powered features that generate outputs including tasks, records, summaries, or suggestions based on Customer Content and user interactions. Customer understands responses are generated by artificial intelligence and are not guaranteed to be accurate, complete, or legally sufficient. Outputs do not constitute legal, financial, medical, or other professional advice. Customer is solely responsible for validating and exercising discretion over any output before acting upon it.
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6. Subscription & Payment Terms

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If Customer purchases access to paid Services, fees are charged according to plan selection and term (monthly/annual). Fees are due at the start of each billing cycle and are non-refundable. Subscriptions renew automatically unless canceled with 30 days' written notice. The Company may suspend Services for non-payment after reasonable notice. Customer is responsible for taxes, currency conversion, and payment processing fees as applicable.
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7. Acceptable Use Policy

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Customer agrees not to upload, share, or transmit content that is unlawful, threatening, abusive, obscene, harassing, misleading, or unrelated to the platform's purposes. Customer may not engage in unauthorized marketing, spam, or commercial promotions or create a false identity or impersonate others during use. Customer may not use the Services to deliver or propagate malicious code. The Company may monitor usage or suspend access to enforce compliance with these Terms and applicable policies.
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8. Intellectual Property
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As between Company and Customer, all intellectual property rights, including copyrights, works of authorship, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, ideas, discoveries, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights, whether currently or hereafter in existence (collectively, "Intellectual Property Rights") embodied in or part of the Services and all documents, services, technology, and other materials of Company used or made available in the course of providing the Services (collectively, the "Company Materials") shall be owned exclusively by Company. During the Trial Period, Customer and its Authorized Users will give Company suggestions, ideas, enhancement requests, feedback, recommendations, survey responses, or other information that may relate to the performance, use, or function of the Services (collectively, the "Feedback"). Customer hereby irrevocably assigns and grants, and shall cause its Authorized Users to irrevocably assign and grant, to Company all Intellectual Property Rights worldwide in and to the Feedback, including the right to exploit the Feedback, and any improvements or modifications to the Company Materials arising from or related to the Feedback in any form.
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9. Confidential Information

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"Confidential Information" means all confidential information disclosed by Company to Customer, whether orally, in writing, or any form or medium, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including all copies thereof. For clarity, Confidential Information will include, but is not limited to, non-public information regarding features, functionality, and performance of any Company software, technology, or similar. Confidential Information does not include any information that: (a) is or becomes generally available to the public without breach of any obligation owed to Company; (b) was known to Customer prior to its disclosure by Company without breach of any obligation owed to Company; (c) is received from a third party without breach of any obligation owed to the Company; or (d) was independently developed by Customer without use of or reliance on the Company's Confidential Information. Customer will: (i) protect Company's Confidential Information with the same degree of care it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care); (ii) not use any of Company's Confidential Information for any purpose outside the scope of these Terms; and (iii) except as otherwise expressly authorized by Company, limit access to and use of Company's Confidential Information to Customer's employees, representatives, and Authorized Users whose responsibilities require such access. Customer will provide prompt written notice to Company of any unauthorized use or disclosure of Company's Confidential Information. The Parties acknowledge that Company's Confidential Information is unique and valuable, and that breaching the confidentiality obligations of these Terms may result in irreparable injury to Company for which monetary damages alone might not be an adequate remedy. Therefore, the Parties agree that in the event of a breach or threatened breach of Customer's confidentiality obligations, Company shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy without needing to post a bond. Any such relief shall be in addition to and not in lieu of any other appropriate relief. For avoidance of doubt, the NDA and confidentiality obligations therein continue to apply to the information Customer provides to Company in connection with these Terms.
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10. Warranty Disclaimer

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EXCEPT FOR THE EXPRESS WARRANTIES IN THESE TERMS, (A) THE PARTIES MAKE NO OTHER WARRANTIES WHATSOEVER, (B) EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THESE TERMS, AND (C) ALL COMPANY SERVICES ARE PROVIDED "AS IS". CUSTOMER IS SOLELY RESPONSIBLE FOR THE RESULTS AND OUTPUTS OBTAINED FROM THE USE OF THE SERVICES OR ANY PART THEREOF AND ITS OR ITS AUTHORIZED USERS' RELIANCE AND DECISIONS RELATING TO AND USE OF THE SERVICES OR ANY PART THEREOF. CUSTOMER'S SOLE REMEDY FOR ANY DEFECT, ERROR OR OMISSION RELATING TO THE SERVICES IS TO STOP ACCESSING OR USING THE SERVICES.
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11. Limitation of Liability

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EXCEPT AS OTHERWISE REQUIRED BY LAW, COMPANY AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL HAVE NO LIABILITY TO CUSTOMER, ITS AUTHORIZED USERS OR ANY OTHER THIRD PARTY ARISING OUT OF, IN CONNECTION WITH, OR FOR: (A) THESE TERMS OR THE SERVICES; (B) ANY OUTAGE, ERROR OR DEFECT IN THE SERVICES; OR (C) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS, REVENUE, DATA OR DATA USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, CUSTOMER'S SOLE REMEDY IS TO TERMINATE AND STOP ACCESSING OR USING THE SERVICES.
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12. Indemnification

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Customer agrees to defend, indemnify, and hold harmless the Company, its affiliates, directors, officers, employees, and providers from and against any and all third-party claims, liabilities, damages, and costs (including reasonable legal fees) arising from access to or use of the Services outside of permitted terms, Customer's violation of these Terms or applicable law, and any Customer Content or uploaded material that infringes or misuses third-party rights. The Company reserves the right to assume exclusive defense and control of any matter subject to indemnification.
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13. Term & Termination

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These Terms remain in effect while Customer continues using the Services. Either Party may terminate these Terms at any time, upon thirty (30) days advance written notice. Either Party may terminate these Terms at any time, effective upon written notice to the other Party if the other Party: (a) materially breaches these Terms and such breach cannot be cured, or with respect to a curable material breach, the other Party does not cure such breach within five (5) days after receiving written notice of such breach; (b) becomes insolvent; (c) is dissolved or liquidated; or (d) makes a general assignment for the benefit of creditors. Upon termination, Customer access to the Services will be deactivated and Customer Content may be deleted after a transfer or export period of 30 days (subject to usage tier). Sections related to confidentiality, IP, limitation of liability, content responsibility, and dispute resolution will survive.
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14. Governing Law

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These Terms shall be governed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision. Each Party agrees to sole and exclusive venue and jurisdiction in the state and federal courts located in Fort Worth, Texas.
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15. Amendment and Modification

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The Company may modify these Terms by posting an updated version on the Company website or platform and updating the effective date. Customer's continued use of the Services constitutes acceptance of any revised terms.
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16. Severability

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If any portion of any provision of these Terms is held to be illegal, invalid or unenforceable, in whole or in part, then such unenforceable portion of the provision will be deemed severed from these Terms, the validity and enforceability of the remaining portion of the provision and the other provisions of the Terms will not be affected or impaired, and these Terms will be amended in order to effect, to the maximum extent allowable by law, the original intent of such provision.
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17. Miscellaneous

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These Terms constitute the entire agreement between Customer and the Company. Customer may not assign these Terms without consent; the Company may assign or delegate without restriction. The Company is not liable for disruption caused by force majeure, including hardware outages, cyber events, or third-party failures.

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18. Contact Us

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For any questions about these Terms or User Agreement, please contact support@vendro.ai.
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By accessing the Services or clicking "I agree," Customer confirms that they have read and agree to be bound by these Terms.